Moviola User Agreement

MOVIOLA LEARNING LIBRARY TERMS OF USE

J&R Film Co., Inc. dba Moviola (“Moviola,” “we” or “us”) provides its Moviola Learning Library (the “Moviola Library”), and related services (together, the “Moviola Services”) to you on its website at Moviola.com (the “Site”) subject to the terms of this user agreement (“Agreement”). Your use of Moviola Services signifies your agreement to abide by the terms set forth below and the Moviola privacy policy, which is incorporated into this Agreement. We may change this Agreement at any time by posting an updated agreement on this Site or sending registered users an email notice. If you don’t agree with the changes, you may terminate your account and discontinue using Moviola Services. If you continue using Moviola Services, you will be deemed to have accepted any changes to these terms. If you have any questions about this Agreement, you may contact us at questions@moviola.com. Some aspects of Moviola Services may contain links to third party websites that are not owned or controlled by Moviola. We have no control over, and thus assume no responsibility for, the content, privacy policies, or practices of any third party websites.

All aspects of Moviola Services are subject to change or elimination at Moviola’s sole discretion. We reserve the right to interrupt the operation of Moviola Services with or without prior notice for any reason or no reason. You agree that we will not be liable for any interruption of Moviola Services, delay or failure to perform, and you understand that except as otherwise specifically provided in Moviola’s billing policies, you shall not be entitled to any refunds of fees for interruption of Moviola Services or failure to perform.

In the event you elect to use paid aspects of Moviola Services, you agree to the pricing, payment and billing policies stated herein. We may add new services for additional fees, or proactively amend fees for existing services, at any time in our sole discretion.

Account Registration and Requirements, Personal Information

You must establish an account with Moviola (your “Account”) to use certain aspects of Moviola Services. You agree to provide accurate and complete information about yourself as prompted by the registration form (“Registration Data”) and maintain and promptly update the Registration Data to keep it current. You authorize Moviola, directly or through third parties, to make any inquiries we consider necessary to validate your Registration Data; however, you acknowledge that we cannot guarantee the accuracy of any information submitted by any user of Moviola Services, nor any identity information about any user. When creating an Account, you will provide certain personal information to us (“User Information”). In addition to any provisions of our Privacy Policy, you agree that we may use your User Information to contact you regarding services we provide.

We may also provide your e-mail address or contact information you provide to our affiliates for marketing our services. If you would prefer not to receive marketing or advertising, you must notify us by contacting us at questions@moviola.com and requesting removal from our contact lists. Moviola uses a third party to process credit card purchases and does not retain records that include full credit card account numbers. Moviola may, however, obtain and retain portions, such as the last four digits, of a credit card number in order to later verify customer purchases.

Moviola Services are directed towards use by adults, or with the consent of adults. Individuals under the age of 18 may not use Moviola Services without the approval of a parent or legal guardian. We do not knowingly collect or solicit personal information from children under the age of 13, or knowingly allow children under 13 to register for an online account or to post personal information on our site. If we learn that someone under the age of 13 has provided any personal information to or on our site, we will remove that information as soon as possible. You must be 18 years of age or older to use the Moviola Services. By accepting this Agreement in connection with an Account, you represent that (i) you are at least 13 years of age; (ii) you have read and accept this Agreement; and (iii) if you are under the age of 18 (or the age of majority in the jurisdiction you reside), (1) your parent or legal guardian has consented to you having an Account, and to providing your personal information for your Account and (2) your parent or legal guardian has read and accepted this Agreement.

You need to use an Account name in Moviola which is not misleading, offensive or infringing. We reserve the right to delete or change any Account name for any reason. You are responsible for all activities conducted through your Account or under your Account name. At the time your Account is opened, you must select a password. You are responsible for maintaining the confidentiality of your password and are responsible for any harm resulting from your disclosure, or authorizing the disclosure of, your password or from use by any person of your password to gain access to your Account.
You may not purchase, sell, gift or transfer any Account, and any such attempt shall be null and void. Moviola reserves the right to review and track changes in your uploaded files to prevent abuse of Moviola’s Account policies, issue warnings and/or suspend publishing privileges if violations are detected.

We have the right to suspend or terminate your Account at any time, without notice, refund or liability to you. Your Account may be suspended or terminated for your breach of this Agreement, as determined in Moviola’s sole discretion.

Membership License.

Moviola grants each member a limited, revocable, non-exclusive, nonsublicensable and non-transferrable license to access the content and information available in our Moviola Learning Library according to the provisions contained herein, and subject to the payment of the applicable membership fees and adherence to these Terms. Whether the member receives a license to a limited amount of content or the full library depends on the membership plan selected.

You agree not to use any aspect of Moviola Services for any commercial purposes other than as expressly permitted by Moviola, unless you obtain Moviola’s prior written approval.

Moviola retains ownership of Moviola Accounts and related data. You agree that even though you may retain certain copyright or other intellectual property rights with respect to User Content, you do not own the Account you use to access Moviola Services, nor do you own any data Moviola stores on Moviola servers. Your intellectual property rights do not confer any rights of access to Moviola Services or any rights to data stored by or on behalf of Moviola.

Terms of Membership.



Basic – Free

Access to weekly “In The Studio” live

Access to standard content: Hollywood Defined, and A Conversation with…

Streaming access to “In The Studio” – OnDemand

Pro Monthly – $20/month, 3 month minimum, unlimited access

Access to weekly “In The Studio” live

Streaming access to “In The Studio” – OnDemand

Access to Hollywood Defined

A Conversation With …

Studio Selects

Quarterly Cinema Fundamentals Visual Glossary of Terms

Quick Guides

Certificates of Completion for all “In The Studio” events

Pro Annually – $15/month, 12 month minimum, unlilmited access*

Access to weekly “In The Studio” live

Streaming access to “In The Studio” – OnDemand

Access to Hollywood Defined

A Conversation With …

Studio Selects

Quarterly Cinema Fundamentals Visual Glossary of Terms

Quick Guides

Certificates of Completion for all “In The Studio” events



*25% savings compared to a Quarterly Membership fee.

Payment of Membership Fees.

Moviola offers services on a subscription membership fee basis according to the pricing and payment schedule based on the membership you choose. You agree to pay the membership fees and any other charges incurred in connection with your Account (including any applicable taxes) at the rates in effect when the charges were incurred.

We will bill all charges automatically to your credit card, PayPal account or other payment method that Moviola offers and you select.
Billing automatically renews monthly, on the same date of each corresponding month, until cancelled by the member. Discounts, rebates or other special offers are only valid for their initial term; subscriptions renew at the then-current membership rates.

Moviola may terminate the membership and User Account if it is unable to renew the subscription based on inaccurate or outdated credit card information.
Moviola may increase membership fees for a subsequent membership period at any time and for any reason, provided however, that Moviola provides notice at least thirty (30) calendar days prior to the expiration of the membership.

Right of access to the Moviola Library granted under these terms is effective only upon payment of the membership fees.

Intellectual Property Rights

Moviola Library, content, organization, text, graphics, sounds, video, photos, design, compilation, magnetic translation, digital conversion and other matters related to or included in the Moviola Library are owned by or licensed to Moviola, and protected under applicable copyright, trademark, patent or other proprietary (including but not limited to intellectual property) laws of the United States and foreign laws and international conventions.

All content available through Moviola Services, whether in exchange for payment or free of charge, and unless otherwise specified in writing by such content’s owner or Publisher in writing, is provided to you AS IS and may not be used, reverse engineered, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purpose whatsoever without the prior written consent of Moviola or as expressly provided herein. Moviola reserves all rights not expressly granted in and to Moviola Services and the content contained therein.

The copying, modifying, distributing, transmitting, displaying, selling, licensing, using, publishing or creating derivative works by you of any such matters or any part of the Site, except as expressly allowed by the Agreement, is strictly prohibited. You agree not to circumvent, disable or otherwise interfere with security related features of Moviola Services or features that prevent or restrict use or copying of any content or enforce limitations on use of Moviola Services or the content therein.

You do not acquire ownership rights to any Content or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.

Without a written license agreement, Moviola does not authorize you to make any use of its trademarks. Moviola reserves all right, title, and interest in the trademarks and does not authorize you to display or use any trademarks in any manner whatsoever.

Downloading Materials

Moviola may make certain videos available through download services operated by or in affiliation with Moviola. In order to access these videos, you must agree to and comply with any end user license agreements or terms and conditions associated with the downloaded videos from any part of the Moviola Library as well as these Terms. Except as authorized by Moviola, you are not permitted to capture streamed videos or download videos from the Site in any manner that is not provided by Moviola.

Tracking and Monitoring

Moviola implements technology and procedures to track usage of the Site and its Services, including tracking and monitoring associated with individual user accounts. In addition to other information collected, Moviola may track the number of videos viewed, time elapsed during viewing and other information related to content viewing activities.

By utilizing the Site and Services, you consent to tracking and monitoring of your use of the Site and Services. If Moviola determines, in its sole discretion, that you have engaged in any activities in breach of these Terms and Conditions or the Privacy Policy, Digital Tutors may immediately terminate your account. You shall not be entitled to a refund for any fees paid. Moviola also reserves all legal rights, claims and causes of actions that it may have against you.

Cancellation.

An Account will remain active unless or until you cancel the Moviola Services or we terminate it as provided herein. If you wish to cancel your recurring payment option, you may do so at any time before the next billing period by logging into moviola.com, selecting “my profile” and “cancel membership”. Accounts will remain active until the next billing date when cancellation will take effect. We would appreciate you letting us know why the membership was cancelled so we can better service our users.

Refunds.

You may receive a refund upon written request if you cancel your subscription no later than than thirty (30) days of the original billing date. Please contact Moviola’s support department and request a refund. Moviola will not refund memberships that have been used within the 30 day refund period. A membership is deemed in use if you have logged onto the Site during that time.

Prohibited Conduct.


In using the Moviola Services, you expressly agree to refrain from doing, either personally or through an agent, any of the following “Prohibited Conduct”:

Transmit, install, upload or otherwise transfer any virus, advertisement, communication, or other item or process to the Site that in any way affects the use, enjoyment or service of the Site, or adversely affects Moviola’s computers, servers or databases.

Capture, download, save, upload, print or otherwise retain information and content available on the Site other than what is expressly allowed by these Terms.

Permit or provide others Access to the Learning Library using your user name and password or otherwise, or the name and password of another authorized User.

Copy, modify, reverse engineer, disassemble, redistribute, republish, alter, create derivative works from, assign, license, transfer or adapt any of the software, information, text, graphics, source code or HTML code, or other content available on the Site.

Remove or modify any copyright, trademark, legal notices, or other proprietary notations from the content available on the Site.
Transfer the Site content to another person; “frame,” “mirror,” “in- line link,” or employ similar navigational technology to the Site content; or “deep link” to the Site content.

Violate or attempt to violate Moviola’s security mechanisms, access any data or server you are not authorized to access or otherwise breach the security of the Site or corrupt the Site in any way.

Engage in any other conduct which violates the Copyright Act or other laws of the United States.

Use the Site to violate a third party’s intellectual property, personality, publicity or confidentiality rights; upload, download, display, publish, perform, create derivative works from, transmit, or otherwise distribute information or content in violation of a third party’s intellectual property rights.

Provide any commercial hosting service with access to the Site and/or the content on the Site.

To ensure that Users of the Site do not engage in Prohibited Conduct, Moviola reserves the right to monitor use of the Site and reserves the right to revoke or deny access to the Moviola Library to any person or entity whose use of the Moviola Library suggests Prohibited Conduct. Access of the materials available at the Site beyond that of normal patterns of use that suggests systematic copying of the materials constitutes abuse of the Moviola Library and will result in revocation or denial of access. The terms “normal patterns” and “abuse” shall be determined solely by Moviola.

You agree not to violate any U.S., foreign or international software or technology export laws and regulations, including without limitation the U.S. Export Administration Regulations.

Modification of Terms.

Moviola reserves the right to modify these Terms at any time. Except as otherwise stated herein, any change to these Terms is effective immediately after Moviola gives notice to the User. Notice can be given through e-mail, a posting on the Site or any other means by which a User may obtain notice. User agrees to check the Site periodically for changes to these Terms. Any use of the Site after changes have been made shall be deemed acceptance of those changed terms and/or conditions.

Access to Moviola Learning Library.

Moviola strives to provide the Moviola Library on a continuous basis. To that end, Moviola will take all commercially reasonable efforts to provide uninterrupted access to its members. However, from time to time, members may be unable to access the Moviola Library due to conditions beyond Moviola’s control. Such conditions include, but are not limited to: acts of God, power outages, and the acts of computer hackers and others acting outside the law. Also, from time to time, access may be unavailable due to software issues, server downtime, increased Internet traffic or downtime, programming errors, regular maintenance of the system, and other related reasons. In response to any unavailability Moviola will take all commercially reasonable steps to ensure access is restored within a reasonable period of time. The term “commercially reasonable,” as used in these Terms, shall mean reasonable efforts taken in good faith without an unduly or burdensome use or expenditure of time, resources, personnel or money.

Users are solely responsible for ensuring that they have sufficient and compatible hardware, software, telecommunications equipment and Internet service necessary for use of the Site.

Termination of Agreement.

In addition to Moviola’s other rights, it may terminate this Agreement at any time and at its sole and absolute discretion. Moviola may also terminate Access to the Learning Library or cancel subscriptions to the Learning Library without notice if it believes, in its sole judgment, that you have breached or may breach any term or condition of this Agreement, or engaged in conduct that Moviola deems inappropriate.

Disclaimers and Limitiation of Liability.

YOUR USE OF MOVIOLA SERVICES IS AT YOUR SOLE RISK. MOVIOLA SERVICES, INCLUDING THE SITE AND MOBILE APPLICATIONS, AND THE INFORMATION, SERVICES, PRODUCTS, PROGRAMS, MATERIALS AND CONTENT AVAILABLE THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT ALLOWED BY LAW, MOVIOLA AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT.

MOVIOLA DOES NOT MAKE ANY WARRANTY THAT (A) MOVIOLA LIBRARY, MOVIOLA SERVICES, THE SITE OR ITS CONTENT WILL MEET YOUR REQUIREMENTS, OR (B) THAT MOVIOLA SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR (C) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH MOVIOLA SERVICES WILL MEET YOUR EXPECTATIONS, OR (D) THAT DEFECTS, IF ANY, WILL BE CORRECTED. YOU AGREE THAT MOVIOLA SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU IN CONNECTION WITH MOVIOLA SERVICES OR ANY CONTENT CONTAINED THEREIN. YOU UNDERSTAND AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR BUSINESS, YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, DATA AND/OR SOFTWARE.

EXCEPT AS OTHERWISE AGREED IN WRITING, MOVIOLA AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH MOVIOLA SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MOVIOLA OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO THE USE OF, OR IN CONNECTION WITH MOVIOLA SERVICES (INCLUDING ITS MODIFICATION OR TERMINATION), THIS
AGREEMENT, OR ANY OTHER SUPPLEMENTAL AGREEMENTS BETWEEN YOU AND MOVIOLA, UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT MOVIOLA OR ANY OF ITS SHAREHOLDERS, PARTNERS, AFFILIATES, DIRECTORS, OFFICERS, SUBSIDIARIES, EMPLOYEES, AGENTS, SUPPLIERS, LICENSEES OR DISTRIBUTORS (THE “MOVIOLA PARTIES”) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, MODIFICATION, TERMINATION OR IN CONNECTION WITH MOVIOLA SERVICES, THIS AGREEMENT, OR ANY OTHER SUPPLEMENTAL AGREEMENTS BETWEEN YOU AND MOVIOLA, WHETHER OR NOT MOVIOLA MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

UNDER NO CIRCUMSTANCES WILL THE CUMULATIVE LIABILITY OF MOVIOLA PARTIES TO YOU EXCEED TWENTY DOLLARS ($20.00), AND ONLY IN THE EVENT THAT YOU HAVE PAID MOVIOLA ANY FEES IN THE ONE HUNDRED AND EIGHTY DAYS (180) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM. IF YOU HAVE NOT PAID MOVIOLA ANY AMOUNTS IN THE 180 DAYS IMMEDIATELY PRECEDING THE DATE YOU FIRST ASSERT ANY SUCH CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH MOVIOLA IS TO STOP USING MOVIOLA SERVICE AND TO CANCEL YOUR ACCOUNT.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages, and thus some of the above limitations may not apply to you.

Indemnity

You agree to defend, indemnify and hold harmless Moviola, its parent, subsidiaries, officers, directors, employees, attorneys and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to Moviola Services; (ii) your violation of any term of this Agreement, or any other agreement between you and Moviola; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; (iv) any claim that any of your submitted content caused damage to a third party, or (v) your actions caused loss of content. This defense and indemnification obligation will survive this Agreement and your use of Moviola Services.

General Provisions

Moviola makes no representation that any aspect of Moviola Services is appropriate or available for use in jurisdictions outside of the United States. Those who choose to access Moviola Services from other locations are responsible for compliance with applicable local laws.

Moviola’s failure to act with respect to a breach by you or others does not waive Moviola’s right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by Moviola under this Agreement shall be deemed effective unless delivered in a writing signed by a duly appointed officer of Moviola. All or any of Moviola’s rights and obligations under this Agreement may be assigned to a subsequent owner or operator of Moviola Services in the event of a merger, acquisition or sale of all or substantially all of Moviola’s assets. You may not assign or transfer this Agreement or any or all of your rights hereunder without the prior written consent of Moviola, and any attempt to do so is void. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of Moviola shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of Moviola.

Any claim, cause of action or dispute (“Claim”) you have with Moviola arising out of or relating to this Agreement, and any other supplemental agreements between you and Moviola will be resolved exclusively in a state or federal court located in Los Angeles County, California. The laws of the State of California will govern this Agreement, as well as any claim that might arise between you and Moviola, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located in Los Angeles County, California for the purpose of litigating all such claims. These Terms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

This Agreement sets forth the entire understanding and agreement between you and Moviola with respect to the subject matter hereof, with the exception of any supplemental agreements, terms and conditions you are required to accept prior to using any Moviola Services. The section headings used herein, including descriptive summary sentences at the start of each section, are for convenience only and shall not affect the interpretation of this Agreement. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.

Moviola may give notice to you under this Agreement by means of a general notice on our Site, after log-in to your Account, by electronic mail to your e-mail address in our records for your Account, or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record for your Account.